The two boys were sitting on a bench in front of their gym lockers as all the guys piled into the locker room for gym class last period. Each 14, they had been best friends almost the day they walked into high school 6 months ago. They were an unlikely pair -- Doug with shaggy black hair and blue eyes, and the dress of a garage band musician, usually a fitted black shirt and likewise fitted ripped jeans. Doug preferred briefs, the snugger the better, but not too snug or his thick 3-inch-soft/7-inch-hard dick and healthy balls would have no room to play every time a girl bent over or a guy's pants rode too low.

Ben was much more mainstream, with short brown hair and green eyes complete with freckles. He often followed the trendy fashions, shopping mostly at American Eagle or Aeropostale. Under his preppy attire were usually plaid boxers, and beneath them was a 2.5-inch-soft/6-inch-hard penis that never got much action except from Ben's own hand in his bedroom.

Now, they were undressing in front of each other, exposing their very similar bodies. Each had somewhat tan, smooth skin covering their 5'5"-tall lean frames. Neither boys had really big muscles, but their compact abs and pecs were nothing to be ashamed of. A faint happy trail ran down Doug's lower stomach to his gray briefs and subsequent bludge, which he flaunted shamelessly about the locker room. He had no problem being naked save for his undies in front of other guys, including Ben.

Ben on the other hand had very little happy trail despite the healthy bush of light pubic hair that hid beneath his boxers. They were so silky one could just see the silhouette of his package bouncing around as he quickly dug for his gym shorts in his locker, frantically trying to cover up. Ben was rather skittish when it came to nudity, and was often intimidated when Doug slept naked at his house during sleepovers. Granted, Ben had jerked off wildly as Doug slept because he couldn't deny his bisexuality, even if he denied it to his best friend.

Soon the boys were clad in identical black basketball shorts and gray t-shirts, the fabric of the shorts falling casually around their dicks, and delicately framing their perky butts.

45 minutes later, gym class was over, and the boys were changing again. Doug accidentally bumped Ben in the leg with his ass as he bent to pull his shorts down. Suddenly, an idea popped into his head.

During the conversation, the tip of Ben's cock had slipped out the unbuttoned hole at the front of his boxers. He blushed violently and quickly adjusted himself before pulling up his jeans quickly

-Dude, chill. I've seen your dick before.
-Oh, have you now?
-Sure. You stand really far away from urinals when you piss, you know that?
-Fucking homo.
-That's what she said.
-What the fuck? No it's not!
-Whatever, dude, I gotta catch the bus. See you tonight.

Later that night, Doug was playing a video game in his room in the basement when he heard the doorbell ring. He didn't move. His mother would get it.

Sure enough, he heard some mumbling above before the door opened and Ben thumped down the stairs.

-Wow, Doug, I've never been to your house before. You never told me your room was in the basement!
-I know, it's pretty sick.
-So...movie?
-Oh, yeah. I don't really know what it's about. My girlfriend told me I'd like it, so who knows.
-You still going out with Amber?
-Yeah. She's a good fuck. Boned her right on the bed you're sleeping in tonight. (Ben gave a look of disgust) Oh, by the way, we didn't have a spare mattress so you'll have to bunk with me. Don't worry, it's a queen-size.

Ben looked over at the bed and wondered how far to the edge he could get without falling off when he went to sleep with Doug only a few feet away, probably naked. Not very far, he figured.

-Can't I just sleep on the floor?
-We don't have spare blankets or pillows, either, so unless you wanna use my dirty laundry that's all over the ground as blankets and pillows, we're sharing the bed. (Ben still looked wary) What's wrong? Can't two friends share a bed? Girls do it all the time. It doesn't make us fags, or anything.

Ben figured he had no choice in the matter at this point. Doug was probably used to sleeping in a bed with other people, especially his many girlfriends. So he finally consented to sharing the bed.

Next order of business was popping the movie in. As the opening credits rolled, Ben positioned himself on the old couch as Doug sat leaning against it on the floor. It wasn't long before they realized this was going to be a sappy romantic movie. Still, they decided to sit through it.

-Wow, what a pussy (Doug pointed the man on the screen laughing) That was the gayest poem I ever fucking heard. And the bitch kisses him, holy shit!
-Are they going where I think they're going?

The boys watched the couple on the screen, the girl pulling the man towards an open door as they made out passionately. It cut to the man pushing the girl onto the bed. Both of the boys held their breath as the girl undid her bra...

-What's the rating on this thing?

Ben's whispered question went unanswered, and the girl's top came off, revealing two soft perky breasts which the man immediately clung to. Ben heard Doug grunt, apparently marvelling at the sight on the screen. Soon all the clothes came off the couple, and they began to fuck missionary-style on the giant bed.

Ben knew what was growing in his pants must be growing in Doug's, so he glanced down at his friend's crotch. Sure enough, there was a tube-shaped lump in his jeans along his leg. Ben couldn't resist gently massaging his cock through his own pants as he listened to Doug's breathing get slow and deep. His friend's body was switching into sex mode before his eyes, and it put him in the mood like nothing he'd ever experienced.

Soon he was gently rocking his hips, the friction of his cock head against his jeans enough to stimulate him slightly. Ben was suddenly becoming infatuated with everything about Doug's trim body sprawled out on the floor below him as Ben became more and more turned on. He took a deep breath and inhaled Doug's scent, laced with pheramones from all the sex that had happened in this room. It made Ben picture Doug's fat cock, glistening with pre-cum as it inched towards his eager mouth...

-Fuck this!

Doug snapped off the movie and Ben scrambled to a decent position to try and mask the enormous bulge in his pants.

-I'm going to take a piss, be right back.

Doug scrambled up the stairs to the bathroom, leaving Ben alone, extremely horny, in the room of his friend whose body he was quickly falling in love with. As soon as Doug closed the door at the top of the stairs, Ben dove for the underwear laying in a heap in the corner of the room, and smelled the crotches that had undoubtedly been soaked in pre-cum or even Doug's hot ejaculate at one point or another. He licked pairs of jeans, letting his human dignity give way to primal desires.

Suddenly, Ben heard a thump from above and jumped up. Doug could come down any minute! What was he thinking, going all sex-animal on Doug's clothes? His friend had been gone a long time. Surely, he was upstairs jacking off after that hot mess of a movie. Ben decided to do the sensible thing and get in his pajamas.

He went to find the PJs in his bag, and realized that he'd only packed a gray t-shirt and forgotten the pajama bottoms. Reluctantly, he changed his shirt and removed his pants, understanding that he'd have to go the night in his boxers.

Then Doug came back down, the sexual energy gone from his aura.

-Oh, you changed? Good call. I should do that, too.

The boy unhesitantly tore off his shirt and pants, leaving him only in his skimpy briefs, which had a curious darker patch at the crotch, right about where his dick head would if he was hard...

-It's gets really warm in here at night. You sure you wanna keep the shirt on? I'm losing the undies as soon as I get under the covers.

Ben would be sure to prolong that for as long as possible.

-No, I'm all set. Actually, I'm a little chilly.

Truly, he was starting to sweat looking at Doug's little nipples and tan legs. His eyes glued to his friend's ass when he bent over to pick up the video game controllers.

After video games, some food, and some talking, it was one in the morning and Ben couldn't put off bedtime any longer. Doug had been complaining since 11 that he'd wanted to get some sleep, but Ben refused despite his own exhaustion. Slowly, their minds began to get stupid as they grew more tired. Soon, they were two dumb boys talking about absolutely nothing, and found it hilarious. They didn't even need weed to act this baked.

-He, Ben, you ever seen a girl, then said Hi, I wanna fuck you, then she smacked you?

They burst out in unneccessary laughter.

-Hey Doug, you ever walked up to a guy, then said Hi, I wanna suck your dick, then he beat your ass?

They laughed madly again. Ben would have been absolutely horrified to say such a thing if he weren't so tired.

-Alright, alright, Ben. I'm going to bed. You can go suck a dick if you want, but I'm getting some sleep.

Doug got up from the couch and pulled off his briefs. Ben's heartbeat quickened as he saw Doug's round ass expose itself before he crawled into bed. With a rush of boldness, he, too approached the bed, took off his shirt, and even removed his boxers and threw them in Doug's face.

Doug pulled the covers down below his waist, plaining showing his cock, soft but still impressive. Ben did the same. The light from the small night light across the room was dim enough that he didn't think Doug would bother to look. But he was wrong.

-Nice dick, Ben. Real nice.
-You think so?
-Hells yeah. If I was a bitch, I'd screw it.
-Well yours is way bigger.
-Nah, my girlfriend doesn't think so. She keeps comparing me to her old boyfriend, who apparently had a cock about five feet long, the way she talks about it.
-Fuck her, your dick's huge.
-Damn straight...You can touch it if you want.

The question hung in the air for a moment. Ben's sex drive was being floored, and he almost went down on Doug right that moment, but settled for sitting up, cross-legged, and inspecting his friend's cock in the dim light. Before he knew it, it was starting to pulse and grow in his hand. Doug moaned, and Ben looked down at his friend's face. His eyes were closed, head thrown back. Ben knew what he wanted, and at this late hour, his common sense had all but vanished enough to make him go for it.

Ben got on all fours and postioned himself so his chest was inches above Doug's stomach. He thrust his ass out provacatively up near Doug's head. Ben stroked his friend's cock, which was now rock-hard and red-hot. Doug started to breathe harder, and Ben looked down to see the boy's chest, becoming wet with sweat, rise and hall heavily.

The scent of Doug's room suddenly became much stronger, and he looked back at Doug's penis to see pre-cum leaking from the tip. Ben moved his head closer and smelled the musky odor. It drove him wild. He let out a grunt before gripping the cock with one hand and burying the fat head into his mouth. Doug's hips began to rock gently as Ben licked and sucked the cock. He eventually removed his hand and made an attempt to swallow it whole, and got pretty far for a beginner.

Then, Ben felt a hand grab for his ass and start massaging the rim of his asshole. Ben returned the favor by tickling his balls. Doug gave a slight tug on Ben's leg, and Ben instinctively put one leg on either side of Doug's body and lowered his waist, assuming the 69 position without even thinking about it.

Ben felt a big hand grab his throbbing cock, then warm breath against it before it entered a warm, moist tunnel that swirled all around the head. A hand messaged his ass while another continued to fondle his balls, so Ben pressed two fingers against Doug's asshole. When Doug gave a moan of approval, Ben licked his fingers and eased them into Doug's ass. Doug moaned louder, the vibrations tickling Ben's cock in his mouth.

As Ben felt around with his fingers and sucked on the thick cock of his best friend, Doug struggled to keep up. Ben seemed like a pro, much better than his girlfriend. Despite his experiences, Doug had never sucked a cock before, and couldn't bring himself to finger Ben's ass. It looked like the timid Ben who he'd always teased about sex to see his face flush with embarrassment was now the dominant sexual male in the room.

Ben's fingers hit a sweet spot, and Doug realized he was going to cum. His hips began to rock more violently, bouncing the mattress as the tip of his cock rammed without control into the back of Ben's throat. Ben rolled with it and bobbed his head up and down to keep it going.

-Ben...I'm...I'm cumming!

As Doug rasped the words, felt with his lips the hot semen shooting down Doug's cock, and when the hot cum hit his tongue, the taste of his best friend's manly essence threw him into climax. He pulled off Doug's cock, the last shots of cum hitting his face, and grunted in ecstacy.

-Oh, God, Doug, I'm cumming too!

Doug panicked. He didn't want to swallow at all! He kept sucking and tried to hold Ben's hips still as the bucked wildly, thrusting the cock dangerously close to his gag reflex. Once a squirt of the hot liquid poured into his mouth, he pushed Ben out of his mouth and stroked him as not to ruin Ben's moment. Despite his desire to avoid getting cum on him, he felt the hot spurts fall on his stomach and dribble onto his hand.

Ben finally sighed and rolled off onto his back.

-That was amazing, Ben.
-No shit!
-But you fucking came all over me!

Ben sat up and looked at his friend. His cum was all down his chin, across his chest, and on his abs.

-Don't worry about it, dude.

Ben crawled over and licked it up off Doug's body, enjoying the taste of his own cum for the first time.

-But what about you, Ben? My load's all over your face!

But Doug knew what he had to do. Ben lay back down next to him, and it was Doug's turn to lean over and lick the cum from Ben's face until it digressed to gentle kisses down his neck.

It was now 2 in the morning, and Doug finally rolled over on his back, and Ben draped an arm over his friend's broad chest. Two guys, friends of six months, both officially bisexual, had just become lovers for life.